Dan Kroll Partner, Tax Practice Group Leader The most rewarding part of my practice is working with business owners who have a personal stake in every decision we make together. I have a strong understanding of their businesses and the unique tax efficiencies available in different entity and transaction structures. Once I know what’s most important to my clients, I can brainstorm various ways to structure deals, maximize tax savings and protect them from risk.
Dan Kroll is a tax and corporate lawyer with more than three decades of experience advising middle-market businesses, high net worth individuals, family offices and global, national, regional and local developers on M&A transactions, real estate development, and incentive compensation planning, as well as a broad range of corporate and federal income tax matters. He currently serves as Gray Reed’s Tax Practice Group Leader and Transactional Department Chair.
Dan has structured and negotiated M&A corporate and partnership transactions over a wide range of industries, representing both buyers and sellers in deals involving private equity funds, independent sponsors and strategic and institutional buyers. He regularly advises business owners on tax-efficient exits and rollover equity. Dan has advised numerous clients on Section 1202 “QSBS” planning and exits. His joint venture experience spans formation, operation and disposition of all entity types across many industries, with a consistent focus on maximizing after-tax outcomes.
Dan advises developers, investors and operators at every stage of the real estate asset lifecycle. His work includes complex property acquisitions, including inbound investments by foreign investors into U.S. real estate and other businesses, complex Section 1031 exchanges involving partnership and tenancy in common arrangements, Section 1033 exchanges, capital gain planning, carried interest structuring, qualified opportunity funds and UBTI minimization for tax-exempt investors.
Dan also designs and implements key employee compensation programs using profits interests and phantom equity in all industries with a particular expertise in the real estate sector. In the energy space, his recent transactions include a large Section 1031 transaction and tax planning for landowners involved in carbon capture drilling and storage agreements, as well as tax planning for renewable energy developers.
A former CPA at a Big Four accounting firm, Dan was a previous adjunct professor at the University of Houston Law Center from 2006 until 2024, where he taught federal income tax consequences of real estate investments and transactions to LL.M. students.
Representative Experience
- Hines Interests Limited Partnership – complex partnership arrangements such as structuring the acquisition, development, financing, refinancing and disposition of major office buildings and retail centers (including structures involving mezzanine and portfolio financing)
- Sueba U.S.A. Corporation – structuring partnership arrangements in connection with the acquisition, development and financing of multifamily residential and commercial buildings and retail centers
- Tellurian Investments Inc. – structuring and tax advice in connection with a tax free reverse subsidiary merger of a private liquefied natural gas manufacturing company into a publicly traded company
Private Equity
- Counsel to Tri-State Vacuum and Rental in connection with its acquisition of Key Energy's Haynesville shale waste water management division, and the financing of the acquisition provided via seller financing and an equity investment by CIC Partners, a Dallas-based private equity firm
- Counsel to founders of environmental remediation, waste storage, transportation and disposal services company in $88 million sale of a majority equity stake to a private equity fund, including a part equity sale and rollover by the founders, earn-out arrangements and formation of a complex partnership to govern the newly-formed parent company
- Counsel to a provider of laboratory testing services for oil and gas wells, produced fluids and production and completion chemicals in $15 million recapitalization and investment by a private equity fund
Partnership M&A
- Corporate and tax planning for partnership formations, mergers, combinations and liquidations
- Tax planning and drafting for asset and entity acquisitions and dispositions
- Working with a variety of deferral techniques in acquisitions, mergers, operations and dispositions of partnerships and closely held businesses, including cash out mergers and disguised sales utilizing preformation capital expenditure planning
Joint Ventures
- Corporate and tax structuring and planning for joint ventures and funds in a variety of industries, with particular emphasis in the real estate and energy industries
- Dealing with disguised sales of property and partnership interests
- Tax planning with promoted interests, debt-financed distributions and other distributions
- Tax planning for state and local property and income taxes
Real Estate
- Tax planning to avoid or minimize UBTI for tax-exempt investors
- Determination of qualifying income for REITs and PTPs
- Tax planning for outbound and inbound investments
- Significant experience with complex areas including FIRPTA matters, dealer gain issues and installment sales
- Structuring and tax planning for related party 1031 like-kind exchanges
Management Incentive Structures
- Corporate and tax planning for and drafting of partnership agreements with management and employee partners
- Issuing profits interests to key employees and service providers in a variety of industries under the safe harbor guidelines and otherwise
- Tax planning and drafting of deferred compensation plans, bonus agreements and other phantom equity arrangements
Energy
- Tax planning for mineral interest owners acquiring publicly traded MLP units in a cash out partnership merger
- Using preformation capital expenditures to defer tax in connection with tax partnership formations
- Tax planning in connection with private companies selling energy assets and businesses to private equity acquirers
Honors
- Selected by his peers for inclusion in The Best Lawyers in America in the field of Tax Law (2025 - 2026)
- Named a "Super Lawyer" (2017 - 2019, 2021 - 2025) and a "Rising Star" (2004 - 2005) by Texas Super Lawyers (a Thomson Reuters company) as published in Texas Monthly
- Named a Houstonia Magazine Top Lawyer in Houston (2018, 2020,2022-2023)
Organizational Involvement
- Gray Reed Pro Bono Committee
- Vice President, Houston Tax Roundtable
- International Council of Shopping Centers (ICSC)
- National Association of Real Estate Companies (NAREC)
|